UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM
10-Q

☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For
the quarterly period ended June 30, 2012

OR

☐
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission
file number 333-148546

NSU
RESOURCES INC

F/K/A
BIO-CARBON SOLUTIONS INTERNATIONAL INC.

(Exact
name of registrant as specified in its charter)

Nevada

20-8248213

(State
or other jurisdiction of incorporation or organization)

(IRS
Employer Identification No.)

500
Gran Street, Sault Ste Marie, On P6A 5K9

(Address
of principal executive offices, including zip code.)

(705)
253-0339 x 25

(Registrant’s
telephone number, including area code)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting Company. See the definitions of “large accelerated filed,” “accelerated filer” and “smaller
reporting Company” in Rule 12b-2 of the Exchange Act.

Large
accelerated filer

☐

Accelerated
filer

☐

Non-accelerated
filer

☐

Smaller
reporting Company

☑

(Do
not check if a smaller reporting Company)

Indicate
by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐
No ☑

Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As
of August 5, 2012, the issuer had 156,311,111shares
of common stock outstanding.

FORWARD-LOOKING
STATEMENTS

This
Form 10-Q for the quarterly period ended June 30, 2012 contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and
expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the
success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant
revenues, our business model and products and other factors. Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential” or “continue”, the negative
of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including
the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC.
These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this
document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements
in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking
statements to conform these statements to actual results, except as required by applicable law, including the securities laws
of the United States.

Common
stock, $0.001 par value; 275,000,000 shares authorized; 156,311,111 and 154,811,111 issued and outstanding at June 30, 2012
and December 31, 2011

156,311

154,811

Additional
paid in capital

2,228,990

2,210,490

Other
comprehensive income

24

24

Deficit
accumulated during the development stage

(2,435,158

)

(2,437,139

)

Total
stockholders' deficit

(49,833

)

(71,814

)

Total
liabilities and stockholders' deficit

$

27,000

$

27,000

See
accompanying notes to financial statements.

2

NSU
RESOURCES INC

(formerly
BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

(A
Development Stage Company)

Statements
of Operations (unaudited)

For the period
from January 17, 2007

Three
months ended June 30

Six months ended
June 30

(inception) to

2012

2011

2012

2011

June
30,

(Restated)

(Restated)

Revenue

$

—

$

—

$

5,792

$

—

$

5,792

Operating
expenses

General
and administrative

1,167

—

1,366

1,079

17,169

Officer
compensation

—

51

—

5,503

159,006

Professional
fees

1,850

3,905

2,445

36,487

119,782

Total
operating expenses

3,017

3,956

3,811

43,069

295,957

Other
income (expense)

Other
income

—

—

—

—

41

Interest
expense

—

(9

)

—

(9

)

(34

)

Impairment
loss

—

—

—

—

(2,100,000

)

Total
other income (expense)

—

(9

)

—

(9

)

(2,099,993

)

Net
income (loss) applicable to common shareholders

$

(3,017

)

$

(3,965

)

$

1,981

$

(43,078

)

$

(2,390,158

)

Other
comprehensive loss

Foreign
currency translation adjustment

—

138

—

(338

)

24

Total
comprehensive income (loss)

$

(3,017

)

$

(3,827

)

$

1,981

$

(43,416

)

$

(2,390,134

)

Basic
and diluted income (loss) per common share

$

(0.00

)

$

(0.00

)

$

0.00

$

(0.00

)

Weighted
average shares outstanding

156,311,111

31,811,111

155,921,608

31,308,349

See
accompanying notes to financial statements.

3

NSU
RESOURCES INC

(formerly
BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

(A
Development Stage Company)

For the period
,

Statements
of Cash Flows (unaudited)

from January 17

Six
months ended June 30,

2007 (inception)
to

2012

2011

June
30, 2012

(Restated)

Cash
flows from operating activities

Net
income (loss)

$

1,981

$

(43,078

)

$

(2,390,158

)

Adjustments
to reconcile net income (loss) to net cash used in operating activities

Impairment
loss

—

—

2,100,000

Common
stock issued for services

18,981

158,981

Changes
in operating assets and liabilities

Accounts
payable and accrued liabilities

(2,750

)

33,917

64,659

Wages
payable

(18,981

)

5,503

—

Net
cash provided by (used in) operating activities

(769

)

(3,658

)

(66,518

)

Net
cash used in investing activities

—

—

—

Cash
flows from financing activities

Proceeds
from related party loans

6,561

3,658

25,976

Repayments
of related party loans

(5,792

)

(5,792

)

Contributed
capital

—

—

10,010

Proceeds
from sale of stock

—

—

36,500

Payment
on cancelled shares

—

—

(200

)

Net
cash provided by financing activities

769

3,658

66,494

Effect
of exchange rate on cash

—

—

24

(Decrease)
increase in cash

—

—

—

Cash
at beginning of period

—

—

—

Cash
at end of period

$

—

$

—

$

—

Non-Cash
Investing Activities

Common
stock issued for settlement of related party loan and wages payable

$

20,000

$

72,247

$

166,991

Common
stock issued for prepaid expense

$

—

$

15,000

$

17,000

Common
stock issued for purchase of intangible asset

$

—

$

—

$

2,100,000

Common
stock issued for asset acquisition

$

—

$

—

$

10,000

Sale
of asset for receivable

$

—

$

—

$

—

See
accompanying notes to financial statements.

4

NSU
RESOURCES INC

(formerly
BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes
to Financial Statements

June
30, 2012 and 2011

1.Basis of Presentation

The
accompanying unaudited interim financial statements of NSU Resources Inc f/k/a/ Bio-Carbon Solutions International Inc, (collectively
referred to herein as “NSU Resources Inc” “NSU”, or the “Company”), have has been prepared
in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with the audited financial statements for the period ended December 31,
2011 and notes thereto contained in the Company’s Form 10-K filed with the SEC on April 16, 2012. In the opinion
of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in
the form 10-K have been omitted.

2.Going Concern

Although
planned principal activities have begun, NSU Resources has generated minimal revenues of $5,792 to June 30, 2012. The Company
had an accumulated deficit of $2,435,158. These matters raise substantial doubt about the Company’s ability to continue
as a going concern. Continuation of NSU Resource’s existence depends upon its ability to obtain additional capital. Management’s
plans in regards to this matter including raising additional equity financing and borrowing funds under a private credit
facility and/or other credit sources. These financial statements do not include any adjustments that might result from the outcome
of this uncertainty. During the reporting period, the Company has made contacts with various clients for the purpose of
generating carbon assets. Also the company has been servicing its current engagement contracts with Sierra Gold Corporation
and with companies in Ontario. As financial rewards from these contracts are based on success fees, no receivable has been
generated from the execution of these contracts. Management has engaged in discussed for private placements and loans
to support the operations of the company. The global recession and uncertainty on the stock markets has hampered the development
of carbon projects forcing the company to seek the co-development of carbon opportunities with other activities that may generate
revenues. Emphasis has been toward marrying carbon and mining, construction and energy efficient housing development opportunities.

3.Significant Accounting Policies

Use of Estimates

The preparation of financial
statements, in conformity with generally accepted accounting principles in the United States of America, requires management to
make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Cash Equivalents

The
Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Prior
Period Conformity

The
Company has reclassified balances in the prior period financial statements for conformity with the current period for comparison
purposes.

5

NSU
RESOURCES INC

(formerly
BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes
to Financial Statements

June
30, 2012 and 2011

3. Significant Accounting Policies (continued)

Income
Taxes

The
Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

At
June 30, 2012, there were no uncertain tax positions that require accrual.

Net
Income (Loss) Per Share

Basic
loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding
for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number
of shares of common stock outstanding for the period.

Because
the Company offered no option or other convertible debt instrument issued, as of June 30, 2012 and 2011, basic and diluted loss
per share was the same as there were no outstanding instruments having a dilutive effect.

Recently
Issued Accounting Pronouncements

From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard
setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that
the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or
results of operations upon adoption.

4.
Related Party Transactions

No
salaries were paid to directors or executives during the six months ended June 30, 2012.

From
inception to June 30 2012, the Company received loans from a related party totaling $25,976 to fund operations. These loans are
non-interest bearing, due on demand and as such is included in current liabilities. Imputed interest as been considered but was
determined to be immaterial to the financial statements as a whole.

In
January 2012 the Company has generated a receivable of $5,792 from one of its clients. This receivable has been assigned
to GSN Dreamworks, a company owed by the CEO of the Company to cover past expenses made on behalf of the company.

On
April 20, 2012 NSU Resources Inc (the “Company”) entered into a sales agreement with Great Rock Development Corporation
for the sale of Gold mineral rights of the Shatter Lake and Byers Brook claims of the Cobequid County of Nova Scotia, Canada in
exchange for 75,000,000 common shares of Great Rock Development Corporation of which Luc C Duchesne is a member of the Board of
Directors. Great Rock Development Corporation has yet to issue the 75,000,000 common shares and the value thereof is carried as
a receivable on the balance sheet as a result.

There
were no other related party transactions in the quarter.

5.
Stockholders’ Equity: Common and Preferred Stock

The
authorized capital stock of our Company consists of 275,000,000 shares of common stock, par value $0.001 per share, of which there
are currently 156,311,111 issued and outstanding, and 5,000,000 shares of preferred stock, par
value $0.001 per share, of which 5,000,000 shares have been designated and issued as Class A Preferred Shares.

6

NSU
RESOURCES INC

(formerly
BIO-CARBON SOLUTIONS INTERNATIONAL, INC.)

Notes
to Financial Statements

June
30, 2012 and 2011

6.
Technology Licenses

On
January 14, 2011, the Company entered into a License Agreement with 1776729 Ontario Corporation (the “1776729 License”),
a privately owned corporation registered under the Laws of Ontario. Pursuant to the 1776729 License, the Company was granted
an exclusive, non-transferable, and irrevocable right to develop and commercialize certain intellectual property that will be
used in developing carbon credits from forested lands. The intellectual property consists of knowledge pertaining to the
registration of carbon offsets or carbon credits from the biological carbon pools contained in ecosystems (mainly forest ecosystems).
Carbon pools can then be conveyed into a new form of security, termed carbon credits, which are bought by carbon emitters who
are compelled to reduce their carbon emissions through legislation, or carbon emitters who may voluntarily engage in carbon trading
for the purpose of increasing their environmental stewardship or for publicity purposes. Under the 1776729 License the Company
must pay a royalty of 6 % of its gross annual sales to 1776729. In addition, the Company has agreed to pre-pay the royalty
on the first $15,000 of revenue to be earned under the 1776729 License, which will be paid by the issuance of 4,000,000 of the
Company’s Common Stock to 1776729 Ontario Corporation This permitted the Company to further advance business activities
by providing carbon development services as well as carbon development of its own projects under plans in addition to carbon accounting
services (see Section 2.02). 1776729 Ontario Corporation is owned fully by Dr Luc C Duchesne, who was then appointed CEO
and Director of the Company on January 14, 2011. This transaction was spearheaded by Mr. John Wilkes who occupied the role
of CEO of the Company. There was no additional compensation to Mr. Wilkes nor were there third parties involved.
Moreover, this transaction also builds on a previous acquisition from Lacey Holdings, which took place on November 4, 2011.

7.
Subsequent Events

On
July 10, 2012, the company retained ProEdge Media Corp for 2 years for a commercial value of $30,000 in exchange for 225,000 common
shares of NSU Resources together with 10,000 warrants exercisable at $0.25 and 10,000 warrants exercisable at $0.50 before July
10, 2014.

8.
Restatement

The
Company has restated its statement of operations and statement of cash flows for the six months ended June 30, 2011 after reversing
previously recorded compensation for our CEO. This had the following impact on the financial statements:

NSU
Resources, Inc. is a mineral exploration and carbon development company. Our mission is to become a vertically integrated provider
of Rare Earth Elements using carbon solutions. We are targeting growth from the acquisition of mineral and carbon rights worldwide.

Our
strategic growth plan:

-

Develop proven NI 43-101 compliant
ore inventories from high quality properties with potential for providing topside ore of good quality, have access to cost-effective
energy sources, and easy access to qualified labor;

-

Develop and/or secure tenure
on novel cost-effective and environmentally friendly methodologies for the extraction and purification of Rare Earth Elements;

-

Develop B2B relationships with
users of Rare Earth Elements metals through the Company's extensive contacts in the renewable energy industry;

-

Apply the company's technologies
to ore extracted from other mining complexes;

-

Use cashflow from the sales
of products to further develop the company's own mining projects; and,

From
Q1-2012 to Q4-2013 NSU Resources, Inc will pursue expansion in the form of various acquisitions that are pertinent to its strategic
vision for aggressive growth. Specific deliverables include and are not limited to:

1.
The creation of a business plan for the exploitation of Rare Earth Elements from its 4,200 acres of rare earth claims in the Cobequid
Fault Area of Nova Scotia, Canada. Said claims are adjacent to or in the vicinity of claims or exploration projects by other mineral
exploration companies in the Cobequid Highlands. Reports of the occurrence of Rare Earth Elements have been made with the Nova
Scotia Ministry of Natural Resources by exploration companies in the vicinity. Rare Earth Elements are experiencing rapidly increasing
demand for use in green technologies from consumer electronics, electric and hybrid vehicles and power storage for alternative
energy sources such as wind and solar. For example the emergence of third generation solar cells with multispectral capabilities
and with >40% efficiencies will create significant growth possibilities for the industry. Companies with Rare Earth Elements
are re-emerging as a strategic investment opportunity. The first wave started in early 2010 when China began rationing its export
of Rare Earth Elements, which led to the emergence of junior miners in the Rare Earths Elements industry.

2.
The completion and proving of its technology for the extraction of rare earth minerals using a combination of methodologies that
were first developed for the purification of rare chemicals from living tissues. The most exciting aspect on the discovery of
Rare Earth Ore minerals in the Cobiquid fault area is the ratio between Heavy Rare Earth Ores (HREO) to the Light Rare Earth Ores
(LREO). This is especially significant considering the much greater market value of HREO as compared to LREO. In almost all analyses
of the closely related site of Debert Lake the ratio was near or greater than 50% (From Sears 2011). The high levels of HREO over
LREO suggests that that a mining venture might be economically feasible, provided the costs of ore extraction are in line with
the costs of competing mines. The company plans to adapt, prove and patent its unique rare earth extraction process for the ores
specifically found in the Cobequid Highlands of Nova Scotia.

3.
The demonstration of carbon neutral approaches for the mining sector despite the current lackluster interest in carbon trading
schemes, there is still regional interest in Cap and Trade, for example through the Western Climate Initiative. This will permit
to augment the yield from Rare Earth Element extraction projects and other mining projects.

The
company was initiated as a provider of carbon offset development solutions (accounting, measuring, reporting, verification and
registration) to:

·

Companies with the need to
model, monitor and report their carbon footprints;

·

Its own carbon offset development
projects—the company targets developing 1,000,000 hectares from 2011-2016; As a part of this undertaking the company
acquired the mineral rights to 4200 acres of forested lands in the Cobequid Highlands of Colchester County, Nova Scotia in which
rare earth elements have been reported.

·

Companies that emit greenhouse
gases and are seeking cost-effective carbon offsets—see below the extensive lists of potential greenhouse gases emitters
that are subjected to reporting and cap-and-trade regulations; and,

·

Landowners in search of expertise
to develop the carbon potential of their properties.

8

Limited
Operating History; Need for Additional Capital

There
is no historical financial information about us upon which to base an evaluation of our performance. Our assets and business have
not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations.
Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services.

We
will require additional financing to cover costs that we expect to incur over the next twelve months. We believe that debt
financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing.
We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities.
However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to
fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will
fail.

Results
of Operations

Revenues

We
have generated $5,792 from our operations during the six month period ended June 30, 2012 or during the period since January 17,
2007 (inception).

Expenses

We
incurred general and administrative expenses of $1,366 and professional fees of $2,445 during the six months ended June 30, 2012.

Liquidity
and Capital Resources

As
at June 30, 2012, we had no cash.

Cash
Used in Operating Activities

Net
cash used in operating activities was $769 for the six months ended June 30, 2012 compared to $3,658 used for the same period
in 2011.

Cash
from Financing Activities

We
have funded our business to date primarily from loans from directors. There are no assurances that we will be able to achieve
further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary
to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

Going
Concern

We
are a development stage Company. In a development stage Company, management devotes most of its activities to developing
a market for its products and services. Planned principal activities have begun, clients have entered into material consulting
agreements based on contingency fees which we believe will be generated 2012 from our current contracts and we have generated
minimal revenue to June 30, 2012. During the reporting period, the Company has made contacts with various clients for the
purpose of generating carbon assets.

On
June 10, 2012 the company selected GeoFind Inc as the contractor of choice for the management of the exploration work at NSU Resources
Inc’s mineral claims at Shatter Lake and Byers Brook in the Cobequid Highlands of Colchester County, Nova Scotia.
No contract or monetary commitment has been signed or made yet as the company is waiting for funding to commissioned the contractors.

9

Future
Financing

We
anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will
achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.

Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.

Lawsuits

To
management’s knowledge there is no pending, or threatened lawsuit against the Company

Item
3. Quantitative and Qualitative Disclosures About Market Risk.

As
a smaller reporting company, we are not required to provide the information required by this item.

Item
4. Controls and Procedures.

Disclosure
Controls and Procedures

We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer
(as our chief executive officer and chief financial officer), to allow timely decisions regarding required disclosures.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures. As of the end of the period covered by this report, and under the supervision and with the participation of
management, including our Chief Executive Officer, who is responsible for establishing and maintaining adequate internal control
over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, conducted an evaluation
of the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and
subject to the foregoing, our Chief Executive Officer concluded that these controls are effective considering the level and nature
of the Company’s operations and the number and types of transactions concluded by the Company.

Changes
in Internal Control Over Financial Reporting

During
the period covered by this report control and management of the Company was transformed and the company began operating as an
active business (rather than a shell company). As such, there were significant changes in our internal controls during the
period. For example, for the time being and until the operations of the company make this impractical all financial transactions
involving the Company, including all payments and all agreed upon incurrences of liabilities, require a signature from, or other
approval from, the CEO or CFO of Bio-Carbon. Notwithstanding these changes, as the company was previously a shell company
owned and managed by one person, management has no reason to believe that the internal controls in place at that time were insufficient.
Furthermore, management believes that until the operations of the Company progress to the point where tight control impedes smooth
operations, it will be appropriate and sufficient (from the perspective of internal controls over financial reporting) if approval
of the CEO and CFO is required for transactions that are or are reasonably likely to require disclosure in the financial statements.

10

PART
II - OTHER INFORMATION

Item
1. Legal Proceedings.

We
are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.

On
February 22, 2012 the company issued 1,500,000 Rule 144 common shares to Mr John Wilkes in compensation for a past debt of $913
made on behalf of the company and in compensation for outstanding contract wages while acting as a CEO and director of the corporation
from October 28, 2010 to January 25, 2011 for total consideration of $20,000.

None
of these share issuances involved underwriters, and all were made in reliance on Rule 506 under the Securities Act of 1933, as
amended.

Description
of Registrant’s Securities to be Registered

The
authorized capital stock of our Company consists of 275,000,000 shares of common stock, par value $0.001 per share, of which there
are currently issued and outstanding, and 156,311,111 shares of preferred stock, excluding
the transactions listed under Item 2.

All
outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are
entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled
to share equally in dividends, if any, as may be declared from time to time by the sole director out of funds legally available.
In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of
all liabilities. The stockholders do not have cumulative or preemptive rights.

Item
3. Defaults Upon Senior Securities.

None.

Item
4. Submission of Matters to a Vote of Security Holders.

None

Item
5. Other Information.

None.

Item
6. Exhibits.

The
following exhibits are attached hereto:

Exhibit
No.

Description
of Exhibit

31.1

Certification
of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act
of 1934, as amended, filed herewith.

31.2

Certification
of Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act
of 1934, as amended, filed herewith.